Just a hypothetical question…
It’s a little after noon — three hours earlier on the west coast — and already Google (GOOG) has made 8 new filings with the SEC today. But this has nothing to do with yesterday’s earnings or even the Doubleclick (DCLK) deal — the two 8Ks that were filed yesterday. Today’s batch of filings has to do with Google’s “Transferable Stock Option Program” or TSO — something we first footnoted here.
A quick skim of today’s filings turns up lots of interesting stuff, including this interesting Q&A with Google executives Dave Rolefson and Dave Sobota and employees that took place on Jan. 11 that includes a presumably hypothetical question about what happens if Google buys Yahoo (YHOO):
What is material non-public information? That’s legal jargon for big secrets. For example, if Google decides it wants to buy Yahoo, that’s a really big deal. We wouldn’t want to disclose that to the world the first time Eric Schmidt comes to a handshake agreement with Terry Semel about it, because that could disrupt the negotiation process. That would be material non-public information. We can’t have the TSO program up when we’re doing something big like that. So we would have to shut down the TSO program without warning for everybody, even the Googlers that have no idea what is going on. We expect this won’t happen frequently, but it could happen.
And this question — from an unnamed employee — is pretty good, too: Coming back to the question, if we are only shutting down this program when there are big deals in the making, won’t shutting it down actually cause us harm because people would realize we are about to buy Microsoft (MSFT)?
Of course, these are just hypothetical questions, right?